A bilateral financial contract in which one party (the total return payer) makes floating payments to the other party (the total return receiver) equal to the total return on a specified asset or index (including Interest or Dividend payments and net price appreciation) in Exchange for amounts that generally equal the total return payer’s cost of holding the specified asset on its Balance Sheet. Price appreciation or Depreciation may be calculated and exchanged at maturity or on an interim Basis. A total (rate of ) return Swap is a form of Credit derivative, but is distinct from a credit DefaultSwap in that floating payments are based on the total economic performance of a specified asset and are not contingent upon the occurrence of a Credit event.